Arkansas § 4-38-701 Events causing dissolution

Arkansas Statutes

§ 4-38-701 — Events causing dissolution

(a)A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following:

(1)an event or circumstance that the operating agreement states causes dissolution;

(2)the affirmative vote or consent of all the members;

(3)the passage of 90 consecutive days during which the company has no members unless before the end of the period:

(A)consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and (B) at least one person becomes a member in accordance with the consent;

(4)on application by a member, the entry by the circuit court of an order dissolving the company on the grounds that:

(A)

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(a) A limited liability company is dissolved, and its activities and affairs must be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the operating agreement states causes dissolution; (2) the affirmative vote or consent of all the members; (3) the passage of 90 consecutive days during which the company has no members unless before the end of the period: (A) consent to admit at least one specified person as a member is given by transferees owning the rights to receive a majority of distributions as transferees at the time the consent is to be effective; and (B) at least one person becomes a member in accordance with the consent; (4) on application by a member, the entry by the circuit court of an order dissolving the company on the grounds that: (A) the conduct of all or substantially all the company's activities and affairs is unlawful; (B) it is not reasonably practicable to carry on the company's activities and affairs in conformity with the certificate of organization and the operating agreement; or (C) the managers or those members in control of the company: (i) have acted, are acting, or will act in a manner that is illegal or fraudulent; or (ii) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or (5) the signing and filing of a statement of administrative dissolution by the Secretary of State under § 4-38-708 . (b) In a proceeding brought under subsection (a)(4)(C), the court may order a remedy other than dissolution.

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